Verastem, Inc. Schedule 13G/A: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 4,592,000 shares of Verastem common stock, equal to 5.23% of the class as of 03/31/2026. The filing states Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd. (the Master Fund), shares voting and dispositive power over those shares; the Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement. The statement is a joint filing by Armistice Capital and Steven Boyd and lists shared voting and dispositive power of 4,592,000 shares.
Positive
None.
Negative
None.
Insights
Armistice reports a passive, >5% stake in Verastem via managed fund.
Armistice Capital and Steven Boyd disclose beneficial ownership of 4,592,000 shares representing 5.23% as of 03/31/2026. The filing records shared voting and dispositive power through the Investment Management Agreement with the Master Fund.
Practical implications depend on future Schedule 13 filings or transactions; subsequent amendments would show any change in ownership or voting intent.
Filing follows Schedule 13G/A disclosure mechanics for a reporting investment manager.
The statement identifies Armistice Capital as the investment manager and Mr. Boyd as managing member, attributing beneficial ownership based on voting and investment power exercised for the Master Fund. The Master Fund’s disclaimer regarding direct beneficial ownership is included per the Investment Management Agreement language.
Future material changes in percent ownership or voting power would require amended filings under the reporting rules.
Key Figures
Beneficial ownership:4,592,000 sharesPercent of class:5.23%CUSIP:92337C203
3 metrics
Beneficial ownership4,592,000 sharesAmount beneficially owned as stated in Item 4(a)
Percent of class5.23%Percent of class as stated in Item 4(b)
CUSIP92337C203CUSIP for Verastem common stock listed on cover
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Investment Management Agreementregulatory
"as a result of its Investment Management Agreement with Armistice Capital"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Schedule 13G/Aregulatory
"Joint Filing Statement Pursuant to Rule 13d-1(k)"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Verastem, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
92337C203
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92337C203
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,592,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,592,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,592,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.23 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92337C203
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,592,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,592,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,592,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.23 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Verastem, Inc.
(b)
Address of issuer's principal executive offices:
117 KENDRICK STREET, SUITE 500, NEEDHAM, MA, 02494
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common stock, $0.0001 par value per share
(e)
CUSIP No.:
92337C203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,592,000
(b)
Percent of class:
5.23%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,592,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,592,000
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
What stake does Armistice Capital report in Verastem (VSTM)?
Armistice Capital reports beneficial ownership of 4,592,000 shares, equal to 5.23% of Verastem common stock as of 03/31/2026. The position is reported via a joint Schedule 13G/A by Armistice and Steven Boyd.
Who holds voting and disposition power over the reported shares?
The filing states Armistice Capital, as investment manager, exercises shared voting and dispositive power over the 4,592,000 shares. Steven Boyd is disclosed as managing member of Armistice Capital with shared voting power.
Does the Master Fund claim direct beneficial ownership of the shares?
No; the Master Fund is identified as the direct holder but explicitly disclaims beneficial ownership arising from its inability to vote or dispose of the securities under the Investment Management Agreement with Armistice Capital.
Is this filing an acquisition or an active trading disclosure?
This is a Schedule 13G/A ownership disclosure reporting a >5% position; it documents beneficial ownership and voting/dispositive power rather than an explicit purchase or sale transaction.
Will Armistice’s reporting require future amendments?
Amendments are required if ownership or voting power materially changes; the joint filing statement notes subsequent amendments will be filed on behalf of both reporting persons as applicable.
